RNS Number : 6360J
Unicom Systems, Inc.
05 December 2008
Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia, Japan or any
other jurisdiction where it would be unlawful to do so
5 December 2008
Recommended Cash Offer
for Macro 4 Plc ("Macro 4")
by UNICOM Systems, Inc. ("UNICOM")
Summary
* The Boards of UNICOM and Macro 4 are pleased to announce that they have reached agreement on the terms of a recommended cash
offer, to be made by UNICOM, to acquire the whole of the issued and to be issued share capital of Macro 4, other than the Acquired Shares.
* The Offer will be 145 pence in cash for each Macro 4 Share and values Macro 4's entire issued and to be issued share capital not
already held by UNICOM at approximately �28 million.
* The Offer Price represents:
* A premium of approximately 39.4 per cent. to the Closing Price of 104 pence per Macro 4 Share on 4 December 2008, being the last
Business Day prior to this announcement; and
* A multiple of approximately 36x Macro 4's diluted earnings per share of 4 pence for the year ended 30 June 2008.
* The Macro 4 Directors intend unanimously to recommend the Offer and the Interested Directors have irrevocably undertaken to accept
the Offer in respect of their own beneficial holdings (or, as applicable, procure acceptance by their family members), which amount, in
aggregate, to 645,985 Macro 4 Shares, representing approximately 2.8 per cent. of the existing issued share capital of Macro 4.
* Irrevocable undertakings to accept or procure the acceptance of the Offer have been obtained from certain other significant Macro
4 Shareholders in respect of a total of 7,700,543 Macro 4 Shares, representing approximately 33.8 per cent. of the existing issued share
capital of Macro 4. In addition, UNICOM has received a non-binding letter of intent to accept the Offer from a further Macro 4 Shareholder
in respect of a total of 730,000 Macro 4 Shares, representing approximately 3.2 per cent. of the existing issued share capital of Macro 4.
* UNICOM holds 3,638,880 Macro 4 Shares representing approximately a further 16.0 per cent. of the existing issued share capital of
Macro 4.
* Accordingly, UNICOM, in aggregate, holds or has received irrevocable undertakings and a non-binding letter of intent to accept the
Offer in respect of a total of 12,715,408 Macro 4 Shares, representing approximately 55.8 per cent. of the existing issued share capital of
Macro 4.
* EPL Advisory is acting as exclusive financial adviser to UNICOM. Rothschild is acting as financial adviser to Macro 4.
Commenting on the Offer, Corry S. Hong, President and Chief Executive Officer of UNICOM said:
"UNICOM and Macro 4 provide IBM systems management solutions to organisations in the U.S., the U.K. and worldwide. We are very impressed
by Macro 4's Document Management, Fault Analysis Portal, and new Application Performance Portal for Java environments. UNICOM was looking
for a company that, like UNICOM, offers products that service IBM zOS, CICS/Transaction Server, AS400, iSeries and Open systems products and
services. We believe that Macro 4 is a strong fit with UNICOM and we are excited about the future opportunities for the business
combination."
"Following the merger of the two companies, it is intended that Macro 4 will continue along its chosen strategic path and areas of
expertise, delivering real cost savings and benefits to its impressive customer base. Macro 4 intends to continue operating from its UK base
and maintain its worldwide operations. Macro 4 intends to retain the customer support, marketing, product development and other operations
at its principal UK site in Crawley and other UK centres. Customers are expected to continue to receive the highest level of service and
support, with the additional benefit of UNICOM's own product range available. Macro 4 believes that customers and staff alike will benefit
from the merger through what will become an even larger, stronger and customer-focused organization".
Commenting on the Offer, Patrick Gallagher, the Chairman of Macro 4 said:
"Over the course of the past year there has been substantial progress and change within the company and I would like to thank and
congratulate the Macro 4 team on their loyalty and dedication through this process. As a result of their efforts, operational benefits are
already beginning to be delivered from the recent rebranding and restructuring exercise and I believe that Macro 4 is now positioned
strongly for the future. In considering the UNICOM proposal, the Directors and I have balanced the continuing strength and prospects of the
company against a highly uncertain macroeconomic outlook and concluded that the certainty of the cash price proposed is in the best
interests of our shareholders. It is my belief that the merger of UNICOM and Macro 4 will be beneficial for both Macro 4 employees and
customers and that the combined company, under the leadership of Corry Hong, has a bright future."
This summary should be read in conjunction with, and is subject to, the full text of the following announcement and the Appendices.
Appendix I sets out the conditions and the principal further terms of the Offer, Appendix II contains information on bases and sources used
in this announcement, Appendix III provides information in relation to the irrevocable undertakings and Appendix IV contains definitions of
certain terms used in this announcement.
Enquiries:
UNICOM Tel:+1 (818) 838-0606
Corry S. Hong, President and Chief Executive
Officer
EPL Advisory LLP Tel: +44 (0)7748 776433
(financial adviser to UNICOM)
David Anderson
Macro 4 plc Tel: +44(0)1293 872000
Patrick Gallagher, Chairman
Ronnie Wilson, Chief Executive
Rothschild Tel:+44 (0) 20 7280 5000
(financial adviserto Macro 4)
Scott Sheldon
Jeremy Millard
This announcement is not intended to and does not constitute, or form any part of an offer to sell or an invitation to purchase or
subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise.
The Offer will be made solely through the Offer Document and (in respect of Macro 4 Shares held in certificated form) the Form of
Acceptance, which will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any
acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and (in
respect of Macro 4 Shares held in certificated form) the Form of Acceptance.
EPL Advisory, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
UNICOM and no one else in connection with the Offer and will not be responsible to anyone other than UNICOM for providing the protections
afforded to its clients or for providing advice in relation to the Offer or in relation to the matters described in this announcement or any
transaction or arrangement referred to herein.
Rothschild which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Macro 4 and no one
else in connection with the Offer and will not be responsible to anyone other than Macro 4 for providing the protections afforded to its
clients for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other
matters referred to herein.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore
any persons who are nor resident in the UK or who are subject to the laws of any jurisdiction other than the UK should inform themselves
about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the
securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the City
Code and the information disclosed herein may not be the same as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside the UK.
The availability of the Offer to Macro 4 Shareholders who are not resident in the UK may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable
requirements.
The Offer will not be made, directly or indirectly, in or into the United States or by use of the mails of, or by any means or
instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or foreign
commerce of, or any facility of, a national, state or other securities exchange of, the United States, nor will it be made directly or
indirectly in or into Canada, Australia or Japan and the Offer will not be capable of acceptance by any such use, means, instrumentality or
facility or from within the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of
the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, will not be and must not be mailed or
otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan or any other such jurisdiction if to
do so would constitute a violation of the relevant laws of such jurisdiction. Any persons (including without limitation custodians, nominees or trustees) receiving this announcement must not mail,
forward, distribute or send it in, into or from the United States, Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and may invalidate any purported acceptance of the Offer.
Forward-Looking Statements
This announcement, including information included or incorporated by reference to this announcement, may include certain "forward-looking
statements". These statements are based on the current expectations of the management of Macro 4 and UNICOM (as the case may be) and are
naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about
the expected effects on Macro 4 or UNICOM of the Offer, the expected timing and scope of the Offer, strategic options and all other
statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the
words "targets", "plans" "believes", "expects", "aims", "intends", "will", "may", "should", "could", "would", "can", "continue",
"opportunity", "anticipates", "estimates", "projects" or, words or terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion and growth of Macro 4's or UNICOM's operations and potential
synergies resulting from the Offer; and (iii) the effects of government regulation on Macro 4's or UNICOM's business. There are a number of
factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors,
such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, changes in consumer habits and preferences,
competitive product and pricing pressures, customers' strategies and stability, changes in the regulatory environment, fluctuations in
interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes.
Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither
Macro 4 nor UNICOM assume any obligation nor do they intend to update publicly or revise forward-looking statements, whether as a result of
new information, future events or otherwise, except to the extent legally required.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or
more of any class of "relevant securities" of Macro 4, all "dealings" in any "relevant securities" of Macro 4 (including by means of an
option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m.
(London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise
ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of Macro 4 they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Macro 4 by UNICOM, or Macro 4 or by any of
their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to the
application of Rule 8 to you, please consult the Panel on telephone number +44 (0)20 7382 9026; fax +44 (0)20 7638 1554.
Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia, Japan or any
other jurisdiction where it would be unlawful to do so
5 December 2008
Recommended Cash Offer
for Macro 4 Plc ("Macro 4")
by UNICOM Systems, Inc. ("UNICOM")
1. Introduction
The Boards of UNICOM and Macro 4 are pleased to announce that they have reached agreement on the terms of a recommended cash offer, to
be made by UNICOM, to acquire the whole of the issued and to be issued share capital of Macro 4 other than the Acquired Shares.
The Offer will be 145 pence in cash for each Macro 4 Share and values Macro 4's entire and to be issued share capital not already held
by UNICOM at approximately �28 million.
2. The Offer
Under the Offer, which will be subject to the terms and conditions set out below (and in Appendix I) and to be set out in the Offer
Document and, in the case of Macro 4 Shares held in certificated form, the Form of Acceptance, Macro 4 Shareholders will receive:
For each Macro 4 Share 145 pence in cash
The Offer values the entire issued and to be issued share capital of Macro 4 not already held by UNICOM at approximately �28 million.
The Offer Price represents:
* A premium of approximately 39.4 per cent. to the Closing Price of 104 pence per Macro 4 Share on 4 December 2008, being the last
Business Day prior to this announcement; and
* A multiple of approximately 36x Macro 4's diluted earnings per share of 4 pence for the year ended 30 June 2008.
Macro 4 Shares will be acquired by UNICOM fully paid and free from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and other third party rights or interests and together with all rights now or hereafter attaching thereto, including, without
limitation, the right to receive and retain all dividends and other distributions (if any) announced, declared, made or paid hereafter.
3. Recommendation
The Macro 4 Directors, who have been so advised by Rothschild, believe the terms of the Offer to be fair and reasonable. In providing
advice to the Macro 4 Directors, Rothschild has taken into account the Macro 4 Directors' commercial assessments.
Accordingly, the Macro 4 Directors intend unanimously to recommend that Macro 4 Shareholders accept the Offer and the Interested
Directors have irrevocably undertaken to accept the Offer in respect of their own beneficial holdings (or, as applicable, procure acceptance
by their family members), which amount, in aggregate, to 645,985 Macro 4 Shares, representing (as at the date of this announcement)
approximately 2.8 per cent. of the existing issued share capital of Macro 4.
Further details of these irrevocable undertakings are set out in Appendix III to this announcement.
4. Irrevocable undertakings and letter of intent
UNICOM has received irrevocable undertakings and a letter of intent to accept the Offer in respect of a total of 9,076,528 Macro 4
Shares, representing, in aggregate, approximately 39.8 per cent. of Macro 4's existing issued share capital, as set out below:
(a) the Interested Directors have irrevocably undertaken to accept the Offer in respect of their entire beneficial holdings (or, as
applicable, procure acceptance by their family members), which amount to, in aggregate 645,985 Macro 4 Shares, representing, in aggregate,
approximately 2.8 per cent. of the existing issued share capital of Macro 4. These irrevocable undertakings will continue to be binding if a
higher competing offer is made for Macro 4 and will cease to be binding only if the Offer lapses or is withdrawn;
(b) Aberforth Partners LLP has irrevocably undertaken to procure acceptance of this Offer in respect of, in aggregate 5,793,043 Macro
4 Shares over which it has discretionary control, representing, in aggregate, 25.4 per cent. of the existing issued share capital of Macro
4. This irrevocable undertaking will cease to be binding in the event a third party announces a timely competing offer for Macro 4
provided that the consideration for such offer is not less than 160 pence per Macro 4 Share or if the Offer lapses or is withdrawn;
(c) AXA Framlington Investment Management Limited has irrevocably undertaken to procure acceptance of this Offer in respect of, in
aggregate 1,907,500 Macro 4 Shares over which it has discretionary management control, representing, in aggregate, 8.4 per cent. of the
existing issued share capital of Macro 4. This irrevocable undertaking will cease to be binding in the event a third party announces a
timely competing offer for Macro 4 at a premium of 10 per cent. or more to the value of the Offer as at the date such third party offer is
announced; if the Offer lapses or is withdrawn; or if the Offer Document is not dispatched to Macro 4 Shareholders before 31 January 2009;
(d) UNICOM has received a non-binding letter of intent to accept the Offer from M&G Investment Management Limited in respect of a
total of 730,000 Macro 4 Shares beneficially held by it, representing approximately a further 3.2 per cent. of the existing issued share
capital of Macro 4.
Further details of these irrevocable undertakings and the letter of intent are set out in Appendix III to this announcement.
5. Information on UNICOM
The UNICOM Group provides software, hardware, professional services, educational services, timeshare and outsourcing services.
The UNICOM Group is engaged in the development, marketing and support of IBM compatible mainframe system and i Series software products.
It has grown through a series of international acquisitions. It has an international client base that includes government agencies and
organisations and enterprises in healthcare, insurance, retail, banking, and manufacturing.
The UNICOM Group is based in Los Angeles, with offices in New Hampshire, Boston and Hertfordshire, UK.
6. Information on Macro 4
Formed in 1968, and having obtained its public listing in 1986, Macro 4 is a global software company engaged in the development,
production, marketing and sales of software solutions for critical business application environments across the globe. Macro 4 focuses on
four main solution areas: Intelligent Document and Data Archiving, specifically for SAP environments, Application Decommissioning solutions,
Intelligent Printing, Application Performance and Application Availability solutions.
In the year ended 30 June 2008, Macro 4 employed 234 people and generated revenues of approximately �29 million and operating profit of
some �0.5 million in the twelve month period ended 30 June 2008.
In recent years, Macro 4 has invested in performance analysis tools with the acquisition and development of new products. Together with
its fault diagnosis tools and related mainframe products, Macro 4's performance analysis tools contributed approximately �16 million to
revenues in the year ended 30 June 2008. Macro 4 has also increased its solutions offering to its enterprise clientele to include
Intelligent Archiving and Intelligent Printing. These segments contributed approximately �13 million to revenues in the year ended 30 June
2008.
Macro 4's document and data archiving solutions provide the capability to store, index, and view large volumes of data and documents
based on content. Macro 4 has established a significant customer base with the solution deployed across a wide variety of business functions
from call centre and customer services to accounts receivable. In addition, Macro 4's print management solutions have been implemented by
many customers worldwide.
Headquartered in the UK, Macro 4 has operations in Belgium, France, Germany, Italy, Spain, Switzerland and the United States. Macro
4's overseas operations accounted for 64 per cent. of its total revenue in the year ended 30 June 2008.
7. Background to and reasons for the Offer
UNICOM has followed the progress of Macro 4 over many years.
UNICOM has identified that UNICOM and Macro 4 provide complementary IBM systems management solutions. UNICOM believes that existing and
potential clients, although affected by recent market events, must maintain high level information technology capabilities, and UNICOM
further believes that this requirement will drive demand for the technical capabilities offered by the business combination.
UNICOM believes Macro 4's Application Performance and Application Availability tools to be highly complementary to the UNICOM Group's
existing CICS/Transaction Server automation suite of products.
UNICOM expects the combination of Macro 4's technical abilities, sales and marketing organisation, and UNICOM's integration and software
capabilities to result in a depth of capabilities which would be able address growth opportunities and better serve customers of both Macro
4 and UNICOM.
8. Background to and reasons for the Recommendation
Following a number of unsolicited approaches from potential strategic and financial purchasers of Macro 4, the Macro 4 Directors decided
to undertake a limited market testing process to ascertain potential interest in the company from strategic buyers and determine the best
course of action for the Company, its employees and shareholders. Following discussions with a number of interested parties the Macro 4
Directors have decided unanimously to recommend the Offer to Macro 4 Shareholders.
In considering whether the Offer is fair and reasonable, the Macro 4 Directors have considered, among other things:
(a) that the Offer provides Macro 4 Shareholders with immediate and certain cash benefits against the uncertain macroeconomic climate
and outlook;
(b) that the Offer represents a significant premium of 39.4 per cent. to the Closing Price of 104 pence per Macro 4 Share on 4
December 2008;
(c) that the Offer represents a significant premium of 31.8 per cent. to the average mid market price of 110 pence per Macro 4 Share
for the six month period up to and including 4 December 2008; and
(d) that Macro 4 has recently undertaken a process of rebranding and restructuring which has already begun to deliver operational
benefits to Macro 4. Whilst the Macro 4 Directors are confident that this exercise will result in increased new business revenue growth,
this process will take time to feed through to Macro 4 results and this has to be balanced by the certainty for Macro 4 Shareholders of an
immediate cash offer.
On the basis of the above and such other factors as the Macro 4 Directors considered relevant, the Macro 4 Directors concluded that the
terms of the Offer are fair and reasonable and should be recommended to Macro 4 Shareholders.
9. Financing for the Offer
The cash consideration payable by UNICOM under the terms of the Offer will be funded from UNICOM's existing cash resources.
EPL, financial adviser to UNICOM, has confirmed that it is satisfied that sufficient financial resources are available to UNICOM to
enable it to satisfy, in full, the consideration payable under the terms of the Offer.
10. Management, employees and customers
UNICOM attaches great importance to the skills and experience of the existing management and employees of Macro 4, and intends that
Macro 4's current management team will continue to be involved in the ongoing business of Macro 4.
UNICOM has given assurances to the Board of Macro 4 that the existing employment rights of the management and employees of Macro 4,
including pension rights, will be fully safeguarded.
Upon the Offer becoming or being declared wholly unconditional, each of the non-executive directors of Macro 4 will resign from their
office as directors of Macro 4 and Corry Hong will be appointed to the Macro 4 Board.
Following the merger of the two companies, it is intended that Macro 4 will continue along its chosen strategic path and areas of
expertise, delivering real cost savings and benefits to its impressive customer base. Macro 4 intends to continue operating from its UK base
and maintain its worldwide operations. Macro 4 intends to retain the customer support, marketing, product development and other operations
at its principal UK site in Crawley and other UK centres. Customers are expected to continue to receive the highest level of service and
support, with the additional benefit of UNICOM's own product range available. Macro 4 believes that customers and staff alike will benefit
from the merger through what will become an even larger, stronger and customer-focused organization.
11. Macro 4 Share Schemes
The Offer will extend to any Macro 4 Shares unconditionally allotted or issued or unconditionally allotted and fully paid (or credited
as fully paid) pursuant to the exercise of options under the Macro 4 Share Schemes before the date on which the Offer closes (or, subject to
the City Code, by such earlier date as UNICOM may decide).
To the extent that such options are not exercised, and if the Offer becomes or is declared unconditional in all respects, it is intended
that appropriate proposals will be made to holders of options under the Macro 4 Share Schemes.
12. Disclosure of interests in Macro 4 Shares
As at close of business on 4 December 2008, being the latest practicable date prior to this announcement, UNICOM owned 3,638,880 Macro
4 Shares representing approximately 16.0 per cent. of the existing issued share capital of Macro 4. Save for this interest, neither UNICOM
(nor any of its directors) nor any other member of the UNICOM Group, nor, so far as UNICOM is aware, any person deemed or presumed by the
Panel to be acting in concert with UNICOM, owns or controls or has any interest, or has borrowed or lent, any Macro 4 Shares or any
securities convertible or exchangeable into Macro 4 Shares (including pursuant to any long exposure, whether conditional or absolute, to
changes in the prices of securities) or any rights to subscribe for or purchase the same, or holds any options (including traded options) in
respect of, or has any option to acquire, any Macro 4 Shares or has entered into any derivatives referenced to, Macro 4 Shares ("Relevant
Macro 4 Securities\") which remain outstanding, nor does any such person hold any short positions in relation to Relevant Macro 4 Securities (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery, nor does any such person have any arrangement in relation to Relevant Macro 4 Securities. An
"arrangement" also includes any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature,
relating to Relevant Macro 4 Securities which may be an inducement to deal or refrain from dealing in such securities.
In view of the requirement for confidentiality, UNICOM has not made any enquiries in this respect of certain parties who may be deemed
by the Panel to be acting in concert with it for the purposes of the Offer.
13. Compulsory acquisition, cancellation of trading and re-registration as a private company
Upon the Offer becoming or being declared unconditional in all respects and sufficient acceptances having been received, it is the
intention of UNICOM to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily any remaining Macro 4
Shares in respect of which the Offer has not been accepted.
Assuming the Offer becomes or is declared unconditional in all respects, UNICOM also intends to procure the making of an application by
Macro 4 to the London Stock Exchange for the cancellation of the listing of the Macro 4 Shares on the Official List and for the cancellation
of trading of the Macro 4 Shares on the London Stock Exchange's market for listed securities. If this cancellation occurs, it will
significantly reduce the liquidity and marketability of any Macro 4 Shares not assented to the Offer. It is anticipated that the
cancellation of listing on the Official List and admission to trading on the London Stock Exchange will take effect no earlier than 20
Business Days after the Offer becomes or is declared unconditional in all respects provided that UNICOM has, by virtue of its shareholdings
and acceptances of the Offer, acquired or agreed to acquire issued share capital carrying at least 75 per cent. of the voting rights of
Macro 4.
It is also intended that, following the Offer becoming or being declared unconditional, Macro 4 will be re-registered as a private
company under the relevant provisions of the Companies Act 1985.
14. Inducement fee and non-solicitation agreement
UNICOM and Macro 4 have entered into an inducement fee and non-solicitation agreement which contains, amongst other things, certain
rights and obligations on the part of Macro 4. Certain key terms of such agreement are summarised below.
Macro 4 has undertaken during the Exclusivity Period:
(i) not, directly or indirectly, to solicit any offer by any party or parties other than UNICOM (a "Third Party") for the issued
share capital of Macro 4 or for any part of the undertaking, businesses or assets of Macro 4 or any of its subsidiaries or any offer or
proposal from a Third Party involving a reorganisation or scheme of arrangement involving any member of the Macro 4 Group (an "Alternative
Offer");
(ii) not to enter into any discussions or negotiations with any new Third Party (excluding parties with whom Macro 4 or its advisers
on its behalf is currently conducting discussions) in connection with an Alternative Offer or supply to any Third Party any information that
would or might assist any person in making an Alternative Offer save that Macro 4 may, if requested by a Third Party bona fide potential
offeror, supply the same information supplied to UNICOM and enter into discussions with them where the Board of Macro 4 determines that
failure to enter into discussions would be in breach of their fiduciary duties or their duties under the City Code so to do;
(iii) not to enter into any agreement or arrangement in relation to any Alternative Offer which implements, or is made with a view to
implementing, the same, save that Macro 4 may enter into any agreement or arrangement where the Macro 4 Board determines that failure to do
so would be in breach of their fiduciary duties or their duties under the City Code; and
(iv) subject to any restrictions under applicable law or regulation and subject to any pre-existing confidentiality restrictions, to
promptly notify UNICOM if it receives a bona fide and formal approach from any Third Party which is likely to lead to an Alternative Offer.
Macro 4 has agreed to pay UNICOM an inducement fee in cash equal to 1 per cent. of the value of the fully diluted share capital of Macro
4 (as calculated as set out in the City Code) (inclusive of value added tax, if any, but excluding any value added tax which is recoverable
by Macro 4) or such lower amount as Macro 4 is permitted to pay under the City Code, or general law, if any of the following events occurs:
(v) the Macro 4 Board recommends an Alternative Offer which is announced during the Exclusivity Period or such board or any
director of Macro 4 withdraws, alters or adversely modifies its recommendation of the Offer save in each case where a Third Party has
publicly announced a firm intention to make an Alternative Offer for Macro 4 in accordance with Rule 2.5 of the City Code and the Macro 4
Board subsequently complies with its fiduciary duty, obligations under the City Code and/or regulatory obligations in relation to a
recommendation to its shareholders; or
(vi) an Alternative Offer is announced and is declared wholly unconditional; or
(vii) Macro 4 takes any action which is within Rule 21.1 of the City Code and is material in the context of the Offer; or
(viii) any of the obligations in paragraphs 14 (i) to 14 (iii) above are breached.
The Exclusivity Period under the terms of the inducement fee and non-solicitation agreement commences on 5 December 2008 and continues
until the earlier of (i) in the case of an Offer, the date when UNICOM's Offer lapses (which Offer is not increased or renewed) or the date
which is 21 days after the first closing date of the initial Offer, if the Offer has not by such date become or been declared unconditional
as to acceptances; and (ii) in the case of a scheme of arrangement, the day after the court sanction hearing.
Nothing in this agreement obliges Macro 4 to pay any amount which the Panel determines would not be permitted by Rule 21.2 of the City
Code.
15. General
UNICOM reserves the right to elect to implement the acquisition of Macro 4, with the consent of the Macro 4 Board and the Panel, by way
of scheme of arrangement under Part 26 of the Companies Act. In such event, such scheme will be implemented on the same terms (subject to
appropriate amendment) as the Offer. References to the Offer and the Offer Document in this announcement shall include, where applicable,
such scheme of arrangement.
The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction in which they
are resident. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any
applicable requirements.
The Offer will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to
the applicable requirements of the City Code.
Appendix I sets out the conditions and the principal further terms of the Offer. Appendix II contains source notes relating to certain
information contained in this announcement. Appendix III contains further details of the irrevocable undertakings obtained by UNICOM.
Certain terms used in this announcement are defined in Appendix IV.
The full terms of the Offer will be set out in the Offer Document, which will include a letter of recommendation from the Chairman of
Macro 4 on behalf of the Macro 4 Board and, in respect of Macro 4 Shares held in certificated form, the Form of Acceptance, which will be
posted to Macro 4 Shareholders as soon as reasonably practicable and in any event within 28 days of the date of this announcement.
Enquiries:
UNICOM Tel:+1 (818) 838-0606
Corry S. Hong, President and Chief Executive
Officer
EPL Advisory LLP Tel: +44 (0)7748 776433
(financial adviser to UNICOM)
David Anderson
Macro 4 plc Tel: +44(0)1293 872000
Patrick Gallagher, Chairman
Ronnie Wilson, Chief Executive
Rothschild Tel:+44 (0) 20 7280 5000
(financial adviserto Macro 4)
Scott Sheldon
Jeremy Millard
This announcement is not intended to and does not constitute, or form any part of an offer to sell or an invitation to purchase or
subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise.
The Offer will be made solely through the Offer Document and (in respect of Macro 4 Shares held in certificated form) the Form of
Acceptance, which will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any
acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and (in
respect of Macro 4 Shares held in certificated form) the Form of Acceptance.
EPL Advisory, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
UNICOM and no one else in connection with the Offer and will not be responsible to anyone other than UNICOM for providing the protections
afforded to its clients or for providing advice in relation to the Offer or in relation to the matters described in this announcement or any
transaction or arrangement referred to herein.
Rothschild which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Macro 4 and no one
else in connection with the Offer and will not be responsible to anyone other than Macro 4 for providing the protections afforded to its
clients or for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to herein.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore
any persons who are nor resident in the UK or who are subject to the laws of any jurisdiction other than the UK should inform themselves
about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the
securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the City
Code and the information disclosed herein may not be the same as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside the UK.
The availability of the Offer to Macro 4 Shareholders who are not resident in the UK may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable
requirements.
The Offer will not be made, directly or indirectly, in or into the United States or by use of the mails of, or by any means or
instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or foreign
commerce of, or any facility of, a national, state or other securities exchange of, the United States, nor will it be made directly or
indirectly in or into Canada, Australia or Japan and the Offer will not be capable of acceptance by any such use, means, instrumentality or
facility or from within the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of
the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, will not be and must not be mailed or
otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan or any other such jurisdiction if to
do so would constitute a violation of the relevant laws of such jurisdiction. Any persons (including without limitation custodians, nominees or trustees) receiving this announcement must not mail,
forward, distribute or send it in, into or from the United States, Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and may invalidate any purported acceptance of the Offer.
Forward-Looking Statements
This announcement, including information included or incorporated by reference to this announcement, may include certain
"forward-looking statements". These statements are based on the current expectations of the management of Macro 4 and UNICOM (as the case
may be) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include
statements about the expected effects on Macro 4 or UNICOM of the Offer, the expected timing and scope of the Offer, strategic options and
all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans" "believes", "expects", "aims", "intends", "will", "may", "should", "could", "would", "can", "continue",
"opportunity", "anticipates", "estimates", "projects" or, words or terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion and growth of Macro 4's or UNICOM's operations and potential
synergies resulting from the Offer; and (iii) the effects of government regulation on Macro 4's or UNICOM's business. There are a number of
factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors,
such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, changes in consumer habits and
preferences, competitive product and pricing pressures, customers' strategies and stability, changes in the regulatory environment,
fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes
and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking
statements. Neither Macro 4 nor UNICOM assume any obligation nor do they intend to update publicly or revise forward-looking statements,
whether as a result of new information, future events or otherwise, except to the extent legally required.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent.
or more of any class of "relevant securities" of Macro 4, all "dealings" in any "relevant securities" of Macro 4 (including by means of an
option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m.
(London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise
ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of Macro 4 they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Macro 4 by UNICOM, or Macro 4 or by any of
their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to the
application of Rule 8 to you, please consult the Panel on telephone number +44 (0)20 7382 9026; fax +44 (0)20 7638 1554.
APPENDIX I
CONDITIONS AND PRINCIPAL FURTHER TERMS OF THE OFFER
The Offer will be subject to the following conditions:
a. valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. on the first closing date of
the Offer (or such later time(s) and/or date(s) as UNICOM may, subject to the rules of the City Code, decide) in respect of not less than 90
per cent. (or such lesser percentage as UNICOM may decide) in nominal value of the Macro 4 Shares to which the Offer relates and not less
than 90 per cent. (or such lesser percentage as UNICOM may decide) of the voting rights carried by the Macro 4 Shares to which the Offer
relates, provided that, unless agreed by the Panel, this condition will not be satisfied unless UNICOM shall have acquired or agreed to
acquire (pursuant to the Offer or otherwise), directly or indirectly, Macro 4 Shares carrying, in aggregate, over 50 per cent. of the voting
rights then normally exercisable at a general meeting of Macro 4 on such basis as may be required by the Panel (including for this purpose,
to the extent (if any) required by the Panel, any voting rights attaching to any shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as
to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise); and for this purpose (i) the expression
*Macro 4 Shares to which the Offer relates* shall be construed in accordance with sections 974 to 991 of the Companies Act 2006; (ii) Macro
4 Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting
rights which they will carry upon issue; (iii) shares that cease to be held in treasury are Macro 4 Shares to which the Offer relates; and
(iv) valid acceptances shall be deemed to have been received in respect of Macro 4 Shares which are treated for the purposes of section
979(8) of the Companies Act 2006 as having been acquired or contracted to be acquired by UNICOM by virtue of acceptances of the Offer;
b. no government or governmental, quasi-governmental authority (whether supranational, national, regional, local or otherwise) or
statutory or regulatory body, or other authority (including any anti-trust or merger control authority), court, tribunal, arbitrary body,
institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of
the foregoing) any other person or body in any jurisdiction (each, a *Relevant Authority*) having decided to take, institute, implement or
threaten any action, proceedings, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision,
judgement or order or otherwise taken any other step or done any thing, and there not being outstanding any statute, legislation or order,
that would or might reasonably be expected to (in each case, to an extent or in a manner which is material in the context of the Offer or
would have a material and adverse effect on the Wider Macro 4 Group, taken as a whole):
i. make the Offer, or its implementation, or the proposed acquisition of Macro 4 or any member of the Macro 4 Group or any Macro 4
Shares or any other shares or securities in, or wider control of, Macro 4 by UNICOM or any member of the Wider UNICOM Group or the
subscription by, or allotment to, any member of the Wider UNICOM Group of Macro 4 Shares or any matter arising therefrom or relating
thereto, void, illegal or unenforceable under the laws of any relevant jurisdiction or otherwise, directly or indirectly, restrict,
restrain, prohibit, delay, impose additional conditions or obligations with respect to, or otherwise impede, challenge or interfere with the
Offer or such acquisition, or require amendment to the terms of the Offer or the acquisition of any Macro 4 Shares by UNICOM or any matters
arising therefrom;
ii. result in a delay in the ability of UNICOM, or render UNICOM unable, to acquire a material portion of the Macro 4 Shares;
iii. require, prevent, delay or adversely affect the divestiture by any member of the Wider UNICOM Group or any member of the Wider
Macro 4 Group of all or any portion of their businesses, assets or property or impose any limitation on the ability of any of them to
conduct their respective businesses or own their respective assets or properties or any part thereof;
iv. impose any limitation on the ability of any member of the Wider UNICOM Group to acquire or hold or exercise effectively, directly
or indirectly, all or any rights of all or any of the Macro 4 Shares (whether acquired pursuant to the Offer or otherwise) or to exercise
voting or management control over Macro 4 or any member of the Wider Macro 4 Group;
v. require any member of the Wider Macro 4 Group to relinquish, terminate or amend in any way any material contract to which any
member of the Wider Macro 4 Group is a party;
vi. except pursuant to sections 974 to 991 of the Companies Act, require any member of the Wider UNICOM Group or the Wider Macro 4
Group to acquire, or offer to acquire any Macro 4 Shares or other securities or rights thereover in any member of the Wider Macro 4 Group
(other than in Macro 4) owned by any third party;
vii. impose any limitation on the ability of any member of the Wider UNICOM Group or the Wider Macro 4 Group to integrate or
co-ordinate its business, or any part of it, with the business of any other member of the Wider UNICOM Group or the Wider Macro 4 Group;
viii. result in any member of the Wider UNICOM Group or Wider Macro 4 Group ceasing to be able to carry on business in a manner in
which it presently does so; or
ix. otherwise adversely affect any or all of the business, assets, profits or financial or trading position of any member of the
Wider UNICOM Group or the Wider Macro 4 Group or the exercise of rights over shares of any company in the Macro 4 Group; and
all applicable waiting and other time periods during which such Relevant Authority could decide, institute, implement or threaten any such
action, proceeding, suit, investigation, enquiry or reference or otherwise intervene having expired, lapsed or been terminated;
c. all necessary filings and applications in connection with the Offer or its implementation having been made and all necessary
authorisations, orders, grants, consents, clearances, licences, confirmations, permissions and approvals ("Authorisations"), in any
jurisdiction, for or in respect of the Offer, the proposed acquisition of any shares or securities in, or control of, Macro 4 or any member
of the Wider Macro 4 Group by any member of the Wider UNICOM Group being obtained in terms and in a form reasonably satisfactory to UNICOM
from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any
members of the Wider Macro 4 Group (where the absence of such Authorisations would be material in the context of the Offer or would have a
material and adverse effect on the Wider Macro 4 Group, taken as a whole) and such Authorisations remaining in full force and effect and
there being no intimation of any intention to revoke or not to renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions
thereto) in respect of the Offer or its implementation under any applicable legislation and regulations in any jurisdiction having expired,
lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction in respect of the Offer or the proposed
acquisition of Macro 4 by UNICOM or of the Macro 4 Shares or any matters arising therefrom having been complied with;
d. save as disclosed in Disclosed Information or as otherwise Publicly Announced, there being no provision of
any agreement, instrument, permit, franchise, licence or other arrangement to which any member of the
Wider Macro 4 Group is a party or by or to which it or any of its assets may be bound or subject or any
circumstance which, as a consequence of the Offer or the acquisition of Macro 4 or proposed acquisition
by any member of the Wider UNICOM Group of some or all of the shares or other securities in Macro 4
or because of a change in the control or management of Macro 4 or any member of the Wider Macro 4
Group by any member of the Wider UNICOM Group, could or might be expected to result in (in each
case, to an extent or in a manner which is material in the context of the Offer or would have a material and
adverse effect on the Wider Macro 4 Group, taken as a whole):
i. any monies borrowed by, or of other indebtedness (actual or contingent) of, or grant available to, any member of the Wider Macro
4 Group becomes or is capable of being declared repayable immediately or earlier than the repayment date stated in such agreement,
instrument or other arrangement or the ability of any member of the Wider Macro 4 Group to borrow monies or incur any indebtedness is
withdrawn, inhibited or becoming capable of being withdrawn;
ii. any mortgage, charge or other security interest is created over the whole or any part of the business, property or assets of any
member of the Wider Macro 4 Group otherwise than solely by operation of law in the ordinary course of business or any such security
(whenever arising) being enforced;
iii. any such agreement, instrument, permit, franchise, licence or other arrangement, or any right, interest, liability or
obligation of any member of the Wider Macro 4 Group therein, being, or becoming capable of being, terminated or adversely modified or
affected or any adverse action being taken thereunder;
iv. the value of any member of the Wider Macro 4 Group or its financial or trading position being prejudiced or adversely affected;
v. other than in the ordinary course of business, any asset of the Wider Macro 4 Group being charged or disposed of;
vi. the rights, liabilities, obligations or interests or business of any member of the Wider Macro 4 Group in or with any other
person, firm or company (or any arrangement relating to such interest or business) being terminated, modified or adversely affected;
vii. any asset or interest of any member of the Wider Macro 4 Group being or falling to be disposed of or ceasing to be available to
any member of the Wider Macro 4 Group or any right arising under which any such asset or interest could be required to be disposed of or
could cease to be available to any member of the Wider Macro 4 Group otherwise than in the ordinary course of business;
viii. any member of the Wider Macro 4 Group ceasing to be able to carry on business under any name under which it presently does so;
or
ix. the creation or acceleration of any liability (actual or contingent) by an member of the Wider Macro 4 Group;
e. since 30 June 2008 and save as Publicly Announced or as disclosed in Disclosed Information, no member of the Macro 4 Group having
(in each case, to an extent or in a manner which is material in the context of the Offer or would have a material and adverse effect on the
Wider Macro 4 Group, taken as a whole):
i. issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or
proposed the issue of or granted securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire
such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any
part of its share capital, save for options granted or awards made pursuant to the Macro 4 Share Schemes and Macro 4 Shares allotted upon
exercise of options or as between Macro 4 and wholly owned subsidiaries of Macro 4 ("Macro 4 Intra Group Transactions");
ii. sold or transferred or agreed to sell or transfer any treasury shares;
iii. recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution
other than dividends lawfully paid to Macro 4 or wholly-owned subsidiaries of Macro 4;
iv. other than in respect of Macro 4 Intra Group Transactions, authorised or proposed or announced its intention to propose any
acquisition or disposal or transfer of assets or shares or any change in its share or loan capital;
v. issued or authorised or proposed the issue of any debentures or incurred or increased any financial indebtedness or contingent
financial liability other than between Macro 4 and its wholly owned subsidiaries;
vi. other than in respect of Macro 4 Intra Group Transactions, disposed of or transferred, mortgaged or encumbered any material asset
or any right, title or interest in any material asset or entered into or varied any contract, commitment or arrangement (whether in respect
of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature
or magnitude which is material;
vii. entered into or varied or proposed to enter into or vary any contract, reconstruction, amalgamation, arrangement or other
transaction which is of a long term or unusual or onerous nature or is otherwise than in the ordinary course of business other than between
Macro 4 and its wholly owned subsidiaries;
viii. entered into, or varied the terms of, any contract or agreement with any of the directors or senior executives of Macro 4;
ix. taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up,
dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of
all or any of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction;
x. been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
xi. waived or compromised any material claim other than in the ordinary course of business;
xii. other than in the ordinary course of business:
(i) taken any action with respect to, adopt, enter into, terminate or amend any severance, change in control, retirement, retention,
welfare, incentive or similar agreement, arrangement or benefit plan for the benefit or welfare of any current or former director, officer,
employee or consultant or any collective bargaining agreement;
(ii) increased in any respect the compensation or fringe benefits of, or pay any bonus to, any director, officer, employee or consultant;
(iii) amended or accelerated the payment, right to payment or vesting of any compensation or benefits, including any outstanding options or
restricted share awards; or
(iv) granted any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the
grant of share options, share appreciation rights, share based or share related awards, performance units or restricted share, or the
removal of existing restrictions in any benefit plans or agreements or awards made thereunder;
xiii. made any amendment to its memorandum or articles of association or other incorporation documents;
xiv. made or agreed or consented to:
1. any change to:
a. the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependants; or
b. the pensions or the benefits which accrue or are payable thereunder; or
c. the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or
d. the basis upon which the liabilities (including pensions) or such pension schemes are funded or made; or
2. any change to the trustees including the appointment of a trust corporation;
xv. entered into any contract, transaction or arrangement which is or is likely to be restrictive to the business of any member of the
Wider Macro 4 Group or the Wider UNICOM Group;
xvi. otherwise than in the ordinary course of business, entered into or joined any group, organisation or consortium whereby any member
of the Wider Macro 4 Group is obligated to provide intellectual property; or
xvii. entered into any contract, commitment or agreement with respect to any of the transactions or events referred to in this
condition (e);
f. since 30 June 2008 and save as Publicly Announced or as disclosed in Disclosed Information:
i. no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or remained
outstanding by or against any member of the Wider Macro 4 Group or to which any member of the Wider Macro 4 Group is or may become a party
(whether as claimant, defendant or otherwise);
ii. no adverse change having occurred or deterioration in the business, assets, financial or trading position or profits of any
member of the Wider Macro 4 Group;
iii. no steps having been taken which would or are reasonably likely to result in the withdrawal, cancellation, termination or
modification of any material licence held by any member of the Wider Macro 4 Group which is necessary for the proper carrying on of its
business;
iv. no enquiry or investigation by any Relevant Authority having been threatened, announced, implemented or instituted or remaining
outstanding; or
v. otherwise than in the ordinary course and in the context of the Offer, no material liability (actual, contingent or otherwise)
having arisen or become apparent or increased,
in each case, to an extent or in a manner which is material in the context of the Offer or would have a material and adverse effect on the
Wider Macro 4 Group, taken as a whole;
g. save as Publicly Announced or as disclosed in the Disclosed Information, UNICOM not having discovered that:
i. any business, financial or other information concerning any member of the Macro 4 Group disclosed, publicly by or on behalf of
any member of the Macro 4 Group, either contains a misrepresentation of fact or omits to state a fact necessary to make the information
contained therein not misleading; or
ii. any member of the Wider Macro 4 Group is subject to any liability, actual or contingent, which is not disclosed in the annual
report and accounts of Macro 4 for the financial year ended 30 June 2008 or which has been Publicly Announced,
in each case, to an extent or in a manner which is material in the context of the Offer or would have a material and adverse effect on the
Wider Macro 4 Group, taken as a whole.
h. save as Publicly Announced or as disclosed in Disclosed Information, UNICOM not having discovered that:
i. any past or present member of the Wider Macro 4 Group has not complied with all applicable legislation or regulations of any
jurisdiction with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or to harm human health or otherwise relating to environmental matters (which non-compliance
might give rise to any liability (whether actual or contingent) on the part of any member of the Wider Macro 4 Group) or that there has
otherwise been any such disposal, discharge, spillage, leak or emission (whether or not the same constituted a non-compliance by any person
with any such legislation or regulations and wherever the same may have taken place) which in any such case might give rise to any liability
(whether actual or contingent) on the part of any member of the Wider Macro 4 Group;
ii. there is or is likely to be any liability (whether actual or contingent) to make good, repair, reinstate or clean up any
property now or previously owned, occupied or made use of by any past or present member of the Wider Macro 4 Group or any controlled waters
under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or third party or otherwise,
iii. the Wider Macro 4 Group has not complied with any applicable law or regulation governing the conduct of its business in any
respect which would be likely to give rise to any liability on the part of any member of the Wider Macro 4 Group taken as a whole;
iv. any contract, agreement or other arrangement which is or may be restrictive on the business of any member of the Wider Macro 4
Group or the Wider UNICOM Group, to an extent which is material in the context of the Offer; or
v. the conduct of the business of the Wider Macro 4 Group infringes the intellectual property rights of any third party,
in each case, to an extent or in manner which is material in the context of the Offer or would have a material and adverse effect on the
Wider Macro 4 Group, taken as a whole.
i. save as Publicly Announced or as disclosed in Disclosed Information, UNICOM not having discovered that any past or present
member of the Wider Macro 4 Group has:
i. paid or agreed to pay any bribe including any 'inducement fee', given or agreed to give a gift or similar benefit or paid or
agreed to pay to a concealed bank account or fund to or for the account of, any customer, supplier, governmental official or employee,
representative of a political party, or other person for the purpose of obtaining or retaining business, except where the amount is nominal
and is for the purpose of expediting or securing the performance of a routine government action; or
ii. engaged in any business with or make any investments in, or make any payments to, (i) any government, entity or individual with
which US persons are prohibited from engaging in activities or doing business by US laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control or (ii) any government, entity or individual targeted by any of the
economic sanctions of the United Kingdom administered by the Bank of England.
Subject to the requirements of the Panel, UNICOM reserves the right to waive, in whole or in part, all or any of conditions (b) to (i)
(inclusive) above. Conditions (b) to (i) (inclusive) must be fulfilled or (if capable of waiver) waived or, where appropriate, have been
determined by UNICOM to be or to remain satisfied no later than midnight on the twenty-first day after the later of the first closing date
of the Offer and the date on which condition (a) is fulfilled (or in each case such later date as the Panel may agree), failing which the
Offer shall lapse. UNICOM shall be under no obligation to waive or treat as satisfied any of conditions (b) to (i) (inclusive) by a date
earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions
may not be capable of fulfilment.
Except with the Panel's consent, UNICOM will not invoke any of the above conditions (except for condition (a)) so as to cause the Offer not
to proceed, to lapse or be withdrawn unless the circumstances which give rise to the right to invoke the relevant conditions are of material
significance to UNICOM in the context of the Offer.
The Offer will be on the terms and subject, inter alia, to the conditions which are set out in this Appendix and those terms which will be
set out in the formal Offer Document and, in respect of the Macro 4 Shares held in certificated form, Form of Acceptance. The Offer will be
governed by English law and will be subject to the jurisdiction of the England courts.
If UNICOM is required by the Panel to make an offer for Macro 4 Shares under the provisions of Rule 9 of the City Code, UNICOM may make such
alterations to the conditions as are necessary to comply with the provisions of that Rule.
The Offer will lapse if it is referred to the Competition Commission in the United Kingdom before 3.00 p.m. on the first closing date of the
Offer or the time and date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later. If the Offer
lapses, the Offer will cease to be capable of further acceptance and accepting Macro 4 Shareholders and UNICOM will thereupon cease to be
bound by any Form of Acceptance or electronic acceptance submitted before the time when the Offer lapses.
UNICOM reserves the right to elect to implement the acquisition of Macro 4, with the consent of the Macro 4 Board and the Panel, by way of
scheme of arrangement pursuant to Part 26 of the Companies Act. In such event, such scheme will be implemented on the same terms (subject to
appropriate amendment) as the Offer.
The availability of the Offer to persons not resident in the United Kingdom may be affected by laws of the relevant jurisdiction in which
they are resident. The attention of Macro 4 Shareholders who are not resident in the United Kingdom is drawn to the relevant provisions of
the formal Offer Document which will be distributed on behalf of UNICOM.
APPENDIX II
BASES AND SOURCES OF INFORMATION
(a) The maximum value of the Offer attributable to the entire issued and to be issued ordinary share capital of Macro 4 (and other
statements made by reference to the issued share capital of Macro 4) is based on there being 22,787,548 Macro 4 Shares now in issue together
with options and conversion rights over a further 213,608 Macro 4 Shares which are all currently exercisable.
(b) Other statements made by reference to the issued share capital of Macro 4 are based on there being 22,787,548 Macro 4 Shares in
issue.
(c) The Offer made is based on there being no declaration or payment of any further dividends on any Macro 4 Shares, including any
interim dividend.
(d) Unless otherwise stated, the financial information relating to Macro 4 is extracted from Macro 4*s annual report and accounts for
the year ended 30 June 2008.
(e) The Closing Prices of Macro 4 Shares represent the closing middle market prices for Macro 4 Shares on the relevant dates taken as
derived from the Daily Official List.
(f) The 12 month average share price for Macro 4 Shares has been calculated using the closing middle market prices for Macro 4 Shares
on the relevant dates taken as derived from Datastream.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
AND LETTER OF INTENT
Irrevocable undertakings and a letter of intent have been given by the Interested Directors and certain Macro 4 Shareholders in respect
of Macro 4 Shares as detailed below. Together these Macro 4 Shares in aggregate amount to 9,076,528, representing approximately 39.8 per
cent. of the existing issued share capital of Macro 4.
Number of Macro 4 % of the existing issued share capital of Macro 4
Shares
Director Irrevocable
Undertakings(1)
Alan Matthew Sloan(2) 166,968 0.7
Ronald Wilson 479,017 2.1
Shareholder Irrevocable
Undertakings(3)
Aberforth Partners LLP 5,793,043 25.4
AXA Framlington Investment 1,907,500 8.4
Management Limited
Shareholder Letter of
Intent(4)
M&G Investment Management 730,000 3.2
Limited
(1) The irrevocable undertakings will continue to be binding if any higher competing offer is made for Macro 4 and will cease to be
binding in the event that the Offer lapses or is withdrawn.
(2) This includes Macro 4 Shares held by Alan Sloan's spouse.
(3) The irrevocable undertaking obtained from Aberforth Partners LLP will cease to be binding in the event a third party announces
a timely competing offer for Macro 4 provided that the consideration for such offer is not less than 160 pence per Macro 4 Share or if the
Offer lapses or is withdrawn.
The irrevocable undertaking obtained from AXA Framlington Investment Management Limited will cease to be binding in the
event a third party announces a timely competing offer for Macro 4 at a premium of 10 per cent. or more to the value of the Offer as at the
date such third party offer is announced; if the Offer lapses or is withdrawn; or if the Offer Document is not dispatched to Macro 4
Shareholders before 31 January 2009.
(4) The letter of intent obtained from M&G Investment Management Limited is non-binding.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires otherwise:
"Acquired Shares" The 3,638,880 Macro
4 Shares held by
Macro 4, being the
aggregate interests
in securities of
Macro 4 held by
UNICOM at the time
the Offer is made
"Associates" has the meaning
given in section 988
of the Companies Act
"Australia" the commonwealth of
Australia, its
territories and
possessions and all
areas subject to its
jurisdiction and all
political
sub-divisions
thereof
"Authorisations" has the meaning
given in
sub-paragraph (d) of
Appendix I of this
announcement
"Board of UNICOM" the board of
directors of UNICOM
"Business Day" a day, not being a
public holiday,
Saturday or Sunday,
on which clearing
banks in London are
open for normal
business
"Canada" Canada, its
provinces and
territories and all
areas subject to its
jurisdiction and all
political
sub-divisions
thereof
"City Code" the City Code on
Takeovers and
Mergers
"Closing Price" the closing middle
market quotation of
a Macro 4 Share as
derived from the
Daily Official List
"Companies Act" the Companies Act
2006
"Competition Commission" the UK Competition
Commission
"Daily Official List" the daily official
list of the London
Stock Exchange
"Datastream" the financial
statistical database
operated by Thomson
Financial
"Disclosed Information" any information
which has been (i)
disclosed (in
writing) by or on
behalf of the Macro
4 Group or any of
its advisers to
UNICOM or any of its
advisers prior to
the date of this
announcement; or
(ii) disclosed in
Macro 4's report and
accounts for the
year ended 30 June
2008; or (iii)
disclosed in this
announcement
"EPL Advisory " or "EPL" EPL Advisory LLP,
financial adviser to
UNICOM
"Form of Acceptance" the form of
acceptance, election
and authority which
will be distributed
with the Offer
Document
"Interested Directors" Alan Sloan and
Ronald Wilson
"Japan" Japan, its cities
and prefectures,
territories and
possessions
"Listing Rules" the rules and
regulations made by
the Financial
Services Authority
in its capacity as
the UK Listing
Authority under the
Financial Services
and Markets Act
2000, and contained
in the UK Listing
Authority's
publication of the
same name
"London Stock Exchange" London Stock
Exchange plc
"Macro 4 Directors" or the board of
"Directors of Macro 4" or directors of Macro 4
"Board of Macro 4" or "Macro 4
Board"
"Macro 4 Group" Macro 4 and its
subsidiaries and
subsidiary
undertakings
"Macro 4 Optionholder" or a holder of options
"Optionholder" or awards under a
Macro 4 Share Scheme
"Macro 4 Share Scheme(s)" the Macro 4 2001
Executive Share
Option Scheme
"Macro 4 Share(s)" the fully paid
ordinary shares of 5
pence each in the
capital of Macro 4
"Macro 4 Shareholders" the holders of Macro
4 Shares
"Macro 4" or the "Company" Macro 4 plc, a
company registered
in England and Wales
with registered
number 927588
"Offer" the recommended cash
offer to be made to
acquire the Macro 4
Shares (other than
any Macro 4 Shares
held by UNICOM or
any of its
Associates) on the
terms and subject to
the conditions to be
set out in the Offer
Document and, in the
case of Macro 4
Shares held in
certificated form,
the Form of
Acceptance, to
acquire the issued
and to be issued
share capital of
Macro 4 and, where
the context admits,
any subsequent
revision, variation,
extension or renewal
thereof
"Offer Document" the document to be
sent to holders of
Macro 4 Shares and
for information only
to participants in
the Macro 4 Share
Schemes, containing,
amongst other
things, the terms
and conditions of
the Offer
"Offer Price" 145 pence per Macro
4 Share
"Panel" the Panel on
Takeovers and
Mergers
"Pound Sterling" or "�" UK pound sterling
(and references to
"pence" shall be
construed
accordingly)
"Publicly Announced" announced publicly
and delivered to a
Regulatory
Information Service
"Regulatory Information any of the services
Service" set out in Appendix
3 to the Listing
Rules
"Relevant Authority" has the meaning
given in
sub-paragraph (b) of
Appendix 1 of this
announcement
"Rothschild" NM Rothschild & Sons
Limited, financial
adviser to Macro 4
"subsidiary", "subsidiary have the meanings
undertaking", "associated given by section
undertaking" or "undertaking" 1162 and Schedule 7
of the Companies Act
and section 736 of
the Companies Act
1985
"Substantial Interest" a direct or indirect
interest in 20 per
cent. or more of the
voting or equity
capital (or
equivalent) of an
undertaking
"treasury shares" any Macro 4 Shares
held by Macro 4 as
treasury shares
"UNICOM" UNICOM Systems,
Inc., a private
limited California
corporation
"UNICOM Directors" the members of the
board of directors
of UNICOM
"UNICOM Group" UNICOM and its
Associates and
affiliates
"United Kingdom" or the "UK" United Kingdom of
Great Britain and
Northern Ireland and
its dependent
territories
"United States", "US" or "USA" the United States of
America, its
territories and
possessions, any
state of the United
States and the
District of Columbia
"US dollar" or "$" US dollar
"Wider Macro 4 Group" Macro 4 and the
subsidiaries and
subsidiary
undertakings of
Macro 4 and
associated
undertakings
(including any joint
venture,
partnership, firm or
company in which any
member of the Macro
4 Group is
interested or any
undertaking in which
Macro 4 and such
undertakings
(aggregating their
interests) have a
Substantial
Interest)
"Wider UNICOM Group" UNICOM and the
subsidiaries and
subsidiary
undertakings of
UNICOM and
associated
undertakings
(including any joint
venture,
partnership, firm or
company in which any
of UNICOM (or its
subsidiary and
subsidiary
undertakings) is
interested or any
undertaking in which
the UNICOM and such
undertakings
(aggregating their
interests) have a
Substantial Interest
In this announcement:
(a) All times referred to are London time unless otherwise stated.
(b) All references to legislation in this announcement are to English legislation unless the contrary is indicated. Any reference to
any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
(c) Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the
feminine or neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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